Common use of Stockholder Indemnification Clause in Contracts

Stockholder Indemnification. The Company agrees to indemnify and hold harmless (i) each Stockholder, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), each Stockholder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling Person”) and (iii) the respective officers, directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents (and the directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents thereof) of each Stockholder or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as a “Stockholder Indemnitee”) from and against any and all losses, damages, judgments, proceedings, reasonable out-of-pocket expenses, and other liabilities (collectively, the “Liabilities”), including, without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any proceeding by any Governmental Agency, commenced or threatened, including to the extent hereinafter provided, the reasonable fees and expenses of outside counsel to any Stockholder Indemnitee, joint or several, directly or indirectly related to, based upon, arising out of or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Company shall have furnished to such Stockholder Indemnitee any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (y) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse any such Stockholder Indemnitee for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred, except to the extent such Liabilities arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Stockholder Indemnitee furnished to the Company or any underwriter in writing by such Stockholder Indemnitee expressly for use therein, (ii) any untrue statement contained in or omission from a Prospectus (as then amended or supplemented, if the Company shall have furnished to or on behalf of the Stockholder participating in the distribution relating to the relevant Registration Statement any amendments or supplements thereto) if, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of Section 6.1(f), (1) such Stockholder Indemnitee fails to discontinue its disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.1(g) or (2) such Stockholder Indemnitee fails to deliver to the purchasers of such Registrable Shares such supplemented or amended Prospectus (or final Prospectus) if provided by the Company to such Stockholder Indemnitee in accordance with this Agreement. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Stockholder Indemnitee.

Stockholder Indemnification. The Company agrees Each Stockholder will, if Registrable Securities held by such Stockholder are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify and hold harmless (i) the Company, and each Stockholderof the Company’s directors, (ii) officers, legal counsel, and accountants, and each Personunderwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls (the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) Act, and each other such Stockholder, and each of the Exchange Act), each Stockholder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling Person”) and (iii) the their respective officers, directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents (and the directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents thereof) of each person controlling such Stockholder or any Controlling Person (any Person referred to in clause (i)other Company stockholder, (ii) or (iii) may hereinafter be referred to as a “Stockholder Indemnitee”) from and against any and all claims, losses, damages, judgments, proceedings, reasonable out-of-pocket expenses, and other liabilities (collectively, the “Liabilities”), including, without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any proceeding by any Governmental Agency, commenced or threatened, including to the extent hereinafter provided, the reasonable fees and expenses of outside counsel to any Stockholder Indemnitee, joint or several, directly or indirectly related to, based upon, actions in respect thereof) arising out of or in connection with (x) based on any untrue statement (or alleged untrue statement ) of a material fact contained in any Registration Statement such registration statement, prospectus, offering circular, or Prospectus (as amended or supplemented if the Company shall have furnished to such Stockholder Indemnitee any amendments or supplements thereto)other document, or any omission (or alleged omission omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein, in the light of the circumstances under which they were made, such document not misleading or (y) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registrationmisleading, and the Company will reimburse any the Company, and such Stockholder Indemnitee Stockholders, and directors, officers, legal counsel, and accountants, and underwriters, and control persons for any legal or any other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurredclaim, except loss, damage, liability, or action, in each case to the extent extent, but only to the extent, that such Liabilities arise out of or are based upon (i) any untrue statement or omission (or alleged untrue statement statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information relating to any Stockholder Indemnitee furnished to the Company or any underwriter in writing by such Stockholder Indemnitee expressly and stated to be specifically for use thereinin such document; provided that such Stockholder’s obligations under this Section 7.4(b) will not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (iior actions in respect of such claims, losses, damages, or liabilities) if such settlement is effected without such Stockholder’s consent (which consent will not be unreasonably withheld); and provided further that in no event will any untrue statement contained in or omission indemnity under this Section 7.4(b) exceed the Net Proceeds. For purposes of this Section 7.4(b) and Section 7.4(d), the term “Net Proceeds,” with respect to any particular Stockholder, means the proceeds from a Prospectus (as then amended or supplementedthe offering received by such Stockholder after deducting underwriters’ commissions, if the Company shall have furnished to or on behalf of the Stockholder participating in the distribution relating discounts, and expenses attributable to the relevant Registration Statement any amendments or supplements thereto) if, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of Section 6.1(f), (1) securities sold by such Stockholder Indemnitee fails to discontinue its disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.1(g) or (2) such Stockholder Indemnitee fails to deliver to the purchasers of such Registrable Shares such supplemented or amended Prospectus (or final Prospectus) if provided by the Company to such Stockholder Indemnitee in accordance with this Agreement. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Stockholder IndemniteeStockholder.

Stockholder Indemnification. The Subject to clause (c) of this Section 10.2 and Section 10.5, the stockholders of the Company agrees (the "Stockholder Indemnitors") shall severally (and not jointly), in proportion to the Prior Ownership Allocation, indemnify and hold harmless (i) each StockholderParent, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), each Stockholder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling Person”) Surviving Corporation and (iii) the their Affiliates and their respective officers, directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives agents and agents Affiliates and their respective successors and assigns (each a "Parent Indemnitee") harmless from damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys' fees and expenses (each a "Loss")), suffered or paid, directly or indirectly, through application of the directorsSurviving Corporation's or the Parent's assets or otherwise, fiduciariesas a result of, general and limited partners, stockholders, members, managers, employees, representatives and agents thereof) in connection with or arising out of each Stockholder or any Controlling Person (any Person referred to in clause (i) the failure of any representation or warranty made by the Company in this Agreement or in any Schedule, Exhibit, or Certificate attached hereto or thereto or delivered pursuant to this Agreement (other than pursuant to Section 4.7 (Information Supplied) and Section 4.17 (Taxes)) to be true and correct in all respects as of the date of this Agreement and as of the Effective Time (except for representations and warranties made as of a specific date, which shall be true and correct as of such date), (ii) any Loss arising out of any third party claim referred to in Section 10.4 primarily in connection with the failure of any representation or warranty made by the Company in Section 4.7 to be true and correct in all respects and (iii) may hereinafter be referred to as a “Stockholder Indemnitee”) from and against any and all losses, damages, judgments, proceedings, reasonable out-of-pocket expenses, and other liabilities (collectively, the “Liabilities”), including, without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any proceeding by any Governmental Agency, commenced or threatened, including to the extent hereinafter provided, the reasonable fees and expenses of outside counsel to any Stockholder Indemnitee, joint or several, directly or indirectly related to, based upon, arising out of or in connection with (x) any untrue statement breach or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Company shall have furnished to such Stockholder Indemnitee any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (y) any violation breach by the Company of any federalof its covenants or agreements contained in this Agreement. Notwithstanding any other provision of this Agreement, state including this Section 10.2(a) and Article VIII, none of the Stockholder Indemnitors shall have any obligation to indemnify, or common law rule otherwise have any liability to, the Parent Indemnitees for any Loss arising out of, or regulation applicable relating to the business, operations, tax liability or tax matters of any of the Subsidiaries of the Company and relating prior to action required the closing of or inaction the acquisition of such Subsidiaries by the Company in connection with or by another Subsidiary of the Company or by a Subsidiary of any such registrationSubsidiary, and the Company will reimburse so on, including without limitation any such Stockholder Indemnitee for any legal breach of a representation or other expenses reasonably incurred by such indemnified party warranty contained in connection with investigating or defending any such Claim as such expenses are incurred, except to the extent such Liabilities arise Article IV arising out of or are based upon (i) any untrue statement related to the business, operations, tax liability or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating tax matters of such Subsidiaries prior to any Stockholder Indemnitee furnished to the date of the closing of the acquisition of such Subsidiaries by the Company or any underwriter in writing by such Stockholder Indemnitee expressly for use therein, (ii) any untrue statement contained in or omission from a Prospectus (as then amended or supplemented, if another Subsidiary of the Company shall have furnished to or on behalf of the Stockholder participating in the distribution relating to the relevant Registration Statement any amendments or supplements thereto) if, upon receipt by a Subsidiary of any notice from such Subsidiary, and so on (a "Pre-acquisition Breach") other than with respect to any such Pre-acquisition Breach which any of Terence Graunke, Tim Donmoyer, Kathleen Johnston, Julian Hanson-Xxxxx xxx Xxxxxx Kixx xxx xxxxxx xxxxxxxxx, xxxxx xeasxxxxxx xxxxxxx, xx xf the Company of the happening of any event of the kind described in clause (v) of Section 6.1(f), (1) such Stockholder Indemnitee fails to discontinue its disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.1(g) or (2) such Stockholder Indemnitee fails to deliver to the purchasers of such Registrable Shares such supplemented or amended Prospectus (or final Prospectus) if provided by the Company to such Stockholder Indemnitee in accordance with this xxxx xx xxis Agreement. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Stockholder Indemnitee.

Stockholder Indemnification. The Company agrees to Following the Closing, the Stockholders (the “Stockholder Indemnifying Parties”) shall, severally and not jointly, based on their respective Pro Rata Shares, indemnify and hold harmless Surviving Entity and its subsidiaries (i) each Stockholder, (ii) each Person, if any, who controls (within including the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange ActCompany), each Stockholder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling Person”) and (iii) the their respective officers, directors, fiduciariesemployees and equityholders, general and limited partners, stockholders, members, managers, employees, representatives and agents Affiliates (and the directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents thereof) of each Stockholder or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as a “Stockholder IndemniteeSurviving Entity Indemnified Person” and collectively as “Surviving Entity Indemnified Persons”) from and against any and all losses, damages, judgments, proceedings, reasonable out-of-pocket expenses, and other liabilities (collectively, the “Liabilities”), including, without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any proceeding by any Governmental Agency, commenced or threatened, including to the extent hereinafter provided, the reasonable fees and expenses of outside counsel to any Stockholder Indemnitee, joint or several, directly or indirectly related to, based upon, Losses arising from Claims arising out of or resulting from: (i) the inaccuracy in or breach of any representation or warranty made by the Company, Holdco or any Stockholder in this Agreement or the other Transaction Documents; (ii) any breach of or default in connection with any of the covenants and agreements made by the Company, Holdco or any Stockholder in this Agreement or the Transaction Documents; (iii) any Excluded Taxes; (iv) any Fraud-Type Claim (x) any untrue statement arising from the acts or alleged untrue statement omissions of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Company shall have furnished to such Stockholder Indemnitee any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading Holdco or (y) any violation by arising from the Company acts or omissions of any federalStockholder, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registrationprovided, and the Company will reimburse any such however, that no Stockholder Indemnitee shall be liable for any legal Fraud-Type Claim arising out of the acts or omissions of any other expenses reasonably incurred by such indemnified party in connection Stockholder; (v) the exercise of dissenters’, appraisal or similar rights with investigating respect to holders of certificates or defending any such Claim as such expenses are incurredbook-entry shares, except to the extent such Liabilities arise out of or Losses in respect thereof are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Stockholder Indemnitee furnished to the Company or any underwriter in writing by such Stockholder Indemnitee expressly for use therein, (ii) any untrue statement contained in or omission from a Prospectus (as then amended or supplemented, if the Company shall have furnished to or on behalf excess of the Stockholder participating consideration that otherwise would have been payable in the distribution relating to the relevant Registration Statement any amendments or supplements thereto) if, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of Section 6.1(f), (1) such Stockholder Indemnitee fails to discontinue its disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.1(g) or (2) such Stockholder Indemnitee fails to deliver to the purchasers respect of such Registrable Shares such supplemented or amended Prospectus (or final Prospectus) if provided by the Company to such Stockholder Indemnitee Holdco Capital Stock in accordance with this Agreement. The indemnity , provided that, for herein shall remain in full force and effect regardless the avoidance of doubt, that any Losses associated with the defense of any investigation made claims relating to the exercise of such rights shall be deemed indemnifiable Losses pursuant hereto; (vi) any matters described on Schedule 4.11(e) of the Disclosure Schedules; and (vii) any claims against the Company or Holdco or their respective boards of directors or management arising prior to the Closing and relating to the authorization and approval of the Agreement, the Merger and the other transactions contemplated by or on behalf of any Stockholder Indemniteethis Agreement.

Stockholder Indemnification. (i) The Company agrees to indemnify and hold harmless (i) each Stockholder, (ii) each Personits respective directors, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), each Stockholder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling Person”) and (iii) the respective officers, directors, fiduciaries, general and limited partners, stockholders, members, managers, employeesAffiliates and controlling persons (each, representatives and agents (and the directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents thereof) of each Stockholder or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as a an “Stockholder Indemnitee”) from and against any and all lossesliability, damagesincluding, without limitation, all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, DOCPROPERTY Keywords \* MERGEFORMAT Doc#: US1:14579730v12 Exhibit 10.3 investigations or arbitrations) and reasonable out-of-pocket expenses, including reasonable accountant’s and other liabilities reasonable attorney’s fees and expenses (collectively, together the “LiabilitiesLosses”), including, without limitation and as incurred, reimbursement incurred by such Stockholder Indemnitee before or after the date of all reasonable costs of investigating, preparing, pursuing or defending any proceeding by any Governmental Agency, commenced or threatened, including this Agreement to the extent hereinafter arising out of, resulting from, or relating to (i) such Stockholder Indemnitee’s purchase and/or ownership of any Company Common Stock or Common Unit or (ii) any litigation to which any Stockholder Indemnitee is made a party in its capacity as a stockholder or owner of securities (or as a director, officer, partner, member, manager, Affiliate or controlling person of any Stockholder) of the Company; provided, that the reasonable fees and expenses foregoing indemnification rights in this Section 3.1(b)(i) shall not be available to the extent that (a) any such Losses are incurred as a result of outside counsel such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to it; or (c) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law or public policy. For purposes of this Section 3.1(b)(i), none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee, joint or several, directly or indirectly related to, based upon, arising out of or in connection with (x) Indemnitee as to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if previously advanced indemnity payments made by the Company under this Section 3.1(b)(i), then such payments shall be promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have furnished under any other agreement or instrument to which such Stockholder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section 3.1(b)(i), to the extent that any Stockholder Indemnitee is indemnified for Losses, except as set forth in Section 3.1(b)(iii), the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder Indemnitee to which such payment is made against all other Persons. Such Stockholder Indemnitee shall execute all papers reasonably required to evidence such rights. The Company will be entitled at its election to participate in the defense of any third party claim upon which indemnification is due pursuant to this Section 3.1(b)(i) or to assume the defense thereof, with counsel reasonably satisfactory to such Stockholder Indemnitee any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinunless, in the light reasonable judgment of the circumstances under Stockholder Indemnitee, a conflict of interest between the Company and such Stockholder Indemnitee may exist, in which they were madecase such Stockholder Indemnitee shall have the right to assume its own defense and the Company shall be liable for all reasonable expenses therefor. Except as set forth above, should the Company assume such defense all further defense costs of the Stockholder Indemnitee in respect of such third party claim shall be for the sole account of such party and not misleading subject to indemnification hereunder. The Company will not without the prior written consent of the Stockholder Indemnitee (which consent shall not be unreasonably withheld) effect any settlement of any threatened or (y) any violation pending third party claim in which such Stockholder Indemnitee is or could have been a party and be entitled to indemnification hereunder unless such settlement solely involves the payment of money by the Company and includes an unconditional release of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse any such Stockholder Indemnitee from all liability and claims that are the subject matter of such claim. If the indemnification provided for above DOCPROPERTY Keywords \* MERGEFORMAT Doc#: US1:14579730v12 Exhibit 10.3 is unavailable in respect of any legal or other expenses reasonably incurred by such indemnified party Losses, then the Company, in connection with investigating or defending any such Claim as such expenses are incurredlieu of indemnifying an Stockholder Indemnitee, except shall, if and to the extent such Liabilities arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Stockholder Indemnitee furnished permitted by law, contribute to the Company amount paid or any underwriter in writing payable by such Stockholder Indemnitee expressly for use therein, (ii) any untrue statement contained in or omission from a Prospectus (such proportion as then amended or supplemented, if is appropriate to reflect the relative fault of the Company shall have furnished to or on behalf of the Stockholder participating in the distribution relating to the relevant Registration Statement any amendments or supplements thereto) if, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of Section 6.1(f), (1) such Stockholder Indemnitee fails to discontinue its disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.1(g) or (2) such Stockholder Indemnitee fails to deliver to the purchasers of such Registrable Shares such supplemented or amended Prospectus (or final Prospectus) if provided by the Company to and such Stockholder Indemnitee in accordance connection with this Agreement. The indemnity provided for herein shall remain the actions which resulted in full force and effect regardless of such Losses, as well as any investigation made by or on behalf of any Stockholder Indemniteeother equitable considerations.